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 <br />00631494-4 3 Crisis Track License and Service Agreement <br />7. SERVICES <br />Geopliant shall: <br />a) provide Our reasonable support for the purchased Services to You at no additional charge, <br />b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, <br />except for: <br />(i) planned downtime (of which We shall give at least eight (8) hours’ notice via the Services), or <br />(ii) any unavailability caused by any Force Majeure Event as set forth in Section 14(d), and <br />c) provide the Services only in accordance with applicable laws and government regulations. <br />8. DATA MANAGEMENT <br />a) Access, Use, & Legal Compulsion. Unless We receive Your prior written consent, We: (i) will not <br />access or use Project Data other than as necessary to facilitate the Services; and (ii) will not give any <br />third party access to Project Data. Notwithstanding the foregoing, We may disclose Project Data as <br />required by applicable law or by proper legal or governmental authority. We will give You prompt notice <br />of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a <br />protective order or otherwise to contest such required disclosure, at Your expense. <br />b) Your Rights. You possess and retain all right, title, and interest in and to Project Data, and Our use and <br />possession thereof is solely as Your custodian. You may access and copy any Project Data in Our <br />possession at any time, through the Service. We will facilitate such access and copying promptly after <br />Your request. <br />c) Retention & Deletion. We will retain any Project Data in our possession until Erased (as defined below) <br />pursuant to this Subsection 8(c). We will Erase: (i) any or all copies of Project Data promptly after <br />Your written request; and (ii) all copies of Project Data no sooner than 30 business days after <br />termination of this Agreement and no later than 180 business days after such termination. <br />Notwithstanding the foregoing, You may at any time instruct Us to retain and not to Erase or otherwise <br />delete Project Data, provided You may not require retention of Project Data for more than 180 business <br />days after termination of this Agreement. Promptly after Erasure pursuant to this Subsection 8(c), We <br />will certify such Erasure in writing to You. <br />d) Individuals’ Access. We will not allow any of our employees to access Project Data, except to the extent <br />that an employee needs access in order to facilitate the Services and executes a written agreement <br />with Geopliant agreeing to comply with Our obligations set forth in this Section 8. <br />e) Compliance with Law & Policy. We will comply with all applicable federal and state laws and regulations <br />in provision of the Services. <br />f) Leaks. We will promptly notify You of any actual or potential exposure or misappropriation of Project <br />Data (any “Leak”) that comes to Our attention. We will cooperate with You and with law enforcement <br />authorities in investigating any such Leak. We will likewise cooperate with You and with law <br />enforcement agencies in any effort to notify injured or potentially injured parties. <br />9. GEOPLIANT PROPRIETARY RIGHTS <br />a) Ownership. The Customer acknowledges and agrees that the Licensed Software is being licensed, not <br />sold, to the Customer by Geopliant. The Customer further acknowledges and agrees that it shall not <br />acquire any ownership interest in the Licensed Software under this Agreement, and that Geopliant <br />reserves and shall retain its entire right, title and interest in and to the Licensed Software and all <br />intellectual property rights arising out of or relating to the Licensed Software except as expressly <br />granted to the Customer in this Agreement. The Customer shall promptly notify Geopliant if the <br />Customer becomes aware of any possible third-party infringement of Geopliant's intellectual property <br />rights arising out of or relating to the Licensed Software and fully cooperate with Geopliant in any legal <br />action taken by Geopliant against third parties to enforce its Intellectual Property Rights. The Customer <br />shall use reasonable efforts to safeguard the Licensed Software from infringement, misappropriation, <br />theft, misuse or unauthorized access. <br />DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59